Today the key operative provisions of the Incorporated Societies Act 2022 (Act) came into force crystallising the process for existing incorporated societies to re-register under the Act. Existing incorporated societies now have a two and a half year period from today until 5 April 2026 to re-register as an incorporated society under the Act (and if they fail to do so within that time they will cease to exist). For an overview of the changes that the Act introduces see The Incorporated Societies Act 2022 - a long time coming.
In order to re-register, incorporated societies:
- Will need to prepare a constitution that is compliant with the Act
- May need to adopt and implement some new processes in order to comply with the Act (such as ensuring each member provides consent to becoming a member)
- Must have at least three people (officers) on its governing committee and the majority must be members (although the Incorporated Societies Regulations 2023 do allow for a grace period during which non-compliant committees can transition to being comprised of a majority of members)
- Need to ensure each officer provides consent to becoming a member and meets the criteria set out in the Act.
Applications for re-registration may be made online via the Companies Office website. Before any application is made at least one general meeting will need to be held at which the Act compliant constitution and the making of an application for re-registration are approved.
In advising our incorporated society clients in relation to the modification of their constitutions to ensure compliance with the Act, we have been proposing two broad options - the surgical approach (making only the required changes to a constitution in order for it to comply with the Act) or the complete rewrite approach (a robust, comprehensive review of the constitution). See our recent article Complying with the new Incorporated Societies Act 2022: Your options and next steps for success for further information.
Buddle Findlay is well-placed to advise incorporated societies on how the Act may impact them. We can assist incorporated societies with amendment of their constitutions and provide guidance on, and assistance through, the re-registration process.
